Terms and Conditions

1. What’s covered by these Terms

1.1 Definitions.

SimplyCPD is a product of Oppia Limited and is referred to as "Oppia Limited’s property" or our "Services" or “SimplyCPD”. The material, including without limitation information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content contained in or delivered via the Services or otherwise made available by Oppia Limited in connection with the Services is the "Content". Any material that you contribute, provide, post or make available using the Services is "Your Content."

When these Terms use the term "Organiser," we mean event creators and course providers using the Services to create events displayed on SimplyCPD for consumers using our Services to consume information about or attend Events ("Consumers"). Organisers, Consumers and third parties using our Services are all referred to in these Terms collectively as "Users," "you" or "your."

When these Terms use the term "SimplyCPD,” “Oppia Limited,” "we," "us," or "our," that refers to Oppia Limited and each of its respective officers, directors, agents, partners and employees.

1.2 Other related terms

If you are an Organiser offering events, courses or e-learning modules with paid tickets or paid access, our Merchant Agreement and Organiser Refund Policy Requirements as set below in these terms are also applicable to you. If you are an Organiser or Consumer, these terms are applicable to you. There may be additional terms and conditions displayed with certain Services that you may use from time to time that will also be applicable to you. And, by agreeing to these Terms of Service, you acknowledge you have read our Cookie and Privacy policies applicable to all Users. We may sometimes provide you with services that are not described in these Terms of Service, or customised services: unless we have entered into a separate, signed agreement that expressly supercedes these Terms of Service, these Terms of Service will apply to those services as well.

3. Privacy and Consumer Information

3.1 Your personal information is important to Oppia Limited. Information provided to Oppia Limited by Users or collected by Oppia Limited through SimplyCPD and any other means, is governed by our Privacy Policy.

3.2 If you are an Organiser, you represent, warrant and agree that (a) you will at all times comply with all applicable local, regional, national and other laws, rules and regulations with respect to information you collect from (or receive about) consumers, and (b) you will at all times comply with any applicable policies posted on the Services with respect to information you collect from (or receive about) consumers.

5. Release and Indemnification

You hereby agree to cover Oppia Limited if you use the Service in a way that causes Oppia Limited to be the subject of a legal matter, or to face other claims or expenses, or as otherwise set forth herein, to the extent permitted by applicable laws.

5.1 Release.

You hereby agree to release Oppia Limited from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Services or any event, course, materials or e-learning modules listed on the Services.

5.2 Indemnification.

You agree to defend, indemnify and hold Oppia Limited and each of its respective officers, directors, agents, afiiliates, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable legal and accounting fees) resulting from any claim, demand, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party relating to or arising out of: (a) your breach of these Terms (including any terms or agreements or policies incorporated into these Terms); (b) your use of the Services in violation of these Terms or other policies we post or make available; (c) your breach of any applicable local, regional, national or other law, rule or regulation or the rights of any third party; (d) Oppia Limited’s collection and remission of taxes; and (e) if you are an Organiser, your events, courses and e-learning modules (including where Oppia Limited has provided Services with respect to those events), provided that in the case of (e) this indemnification will not apply to the extent that the claim arises out of Oppia Limited's gross negligence or willful misconduct. Oppia Limited will provide notice to you of any such claim, provided that the failure or delay by Oppia Limited in providing such notice will not limit your obligations hereunder except to the extent you are materially prejudiced by such failure. Also, in certain circumstances, Oppia Limited may choose to handle the claim ourselves, in which case you agree to cooperate with Oppia Limited in any way we request.

7. Limitation of Liability

7.1 To the extent permitted by applicable laws, or as otherwise set forth herein, Oppia Limited and any person or entity associated with Oppia Limited's provision of the Services (e.g., an affiliate, vendor, strategic partner or employee, that is "Associated Parties"), will not be liable to you or any third party, for: (a) any indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, opportunity costs, intangible losses, or the cost of substitute services (even if Oppia Limited has been advised of the possibility of such damages); or (b) Your Content.

In addition, other than the obligation of Oppia Limited to pay out Event Registration and e-learning modules Fees in certain circumstances to certain Organisers under the Merchant Agreement, and only in accordance with the terms therein, the maximum aggregate liability of Oppia Limited or Associated Parties is limited to the following:

(i) for Organisers of events with paid and free tickets, and subject to the terms of the Merchant Agreement, the fees (net of Oppia Limited’s Payment Processing and Services Fees, when applicable) that you paid us in the three (3) month period immediately preceding the circumstances giving rise to your claim; and

(ii) For Consumers or other Users, (1) the total amount of all tickets or registrations that you purchased or made through the Services in the three (3) month period immediately preceding the circumstances giving rise to your claim.

7.2 Nothing in these Terms is intended to exclude or limit any condition, warranty, statutory right or liability which may not be lawfully excluded or limited. Accordingly, only those liability and other limitations which are lawful in the UK (if any) will apply to you and our liability is limited to the maximum extent permitted by law.

9. Licences and Permits Organisers Must Obtain

If you are an Organiser, without limiting the generality of any representations or warranties provided elsewhere in these Terms of Service, you represent and warrant to us that:

(a) You and your affiliates will obtain, prior to the start of ticket sales, all applicable licences, permits, and authorisations (individually and collectively, "Licensure") with respect to events, courses and e-learning modules hosted by you or your affiliates on the Services. Licensure includes but is not limited to property operation permits and fire safety permits;

(b) You and your affiliates will comply, and will ensure that the venues for each event hosted by you or your affiliates on the Services will comply, with all applicable laws, regulations, rules and ordinances;

(c) You will only request that Oppia Limited offer tickets to an event after you have obtained any specific Licensures for such event, including, but not limited to, any national, municipal, regulatory body or other local authority's authorisation of the event, traffic authorisations, fire safety inspection reports, Health and Safety authorisations (if applicable), and any other potential applicable authorisation; and you and your affiliates will maintain in force throughout the term of access to the Service the applicable Licensure for the Organiser to promote, produce, sponsor host and sell tickets for all events hosted by you or your affiliates on the Services

(d) Without limiting the generality of any release provided under these Terms of Service, as a material inducement to Oppia Limited permitting you to access and use the Services, you hereby agree to release Oppia Limited, and its affiliates and subsidiaries, and each of its and their respective parent companies, subsidiaries, officers, affiliates, representatives, shareholders, contractors, directors, agents, partners and employees from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, including, without limitation, legal fees, known and unknown, arising out of or in any way connected with your or your affiliates' Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure.

(e) Without limiting your indemnification obligations elsewhere under these Terms of Service, you agree to defend, indemnify and hold Oppia Limited, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, affiliates, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable legal and accounting fees) resulting from any claim due to or arising out of your or your affiliates' Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure. You agree to provide evidence of Licensure and related information prior to offering tickets or registrations for events on the Site and promptly upon the reasonable request of Oppia Limited from time to time.

11. Scraping or Commercial Use of Site Content is Prohibited

The Site Content is not intended for your commercial use. You have no right to use, and agree not to use, any Site Content for your own commercial purposes. You have no right to, and agree not to scrape, crawl, or employ any automated means to extract data from the Site(s).

13 Refunds.

Because all transactions are between an Organiser and its respective attendees, Oppia Limited asks that all Consumers contact the applicable Organiser of their event with any refund requests.

13.1 Refund policies and administration

13.1.1 Minimum requirements

We understand that refund policies vary depending on the type of event and the Organiser. Because of that, we provide flexibility for Organisers to post their own policies with respect to their events, so long as they meet the following minimum requirements:

(a) Refund policies must be posted on the applicable event page;

(b) “No refund” policies are permissible, but must be clearly identified as such and must otherwise comply with these minimum requirements;

(c) Refund policies (including “no refund” policies) must provide for a refund or other accommodation through which the Organiser will “make good” on its obligations to Consumers for failure to provide the advertised goods and services (e.g., event cancellation). If the Organiser is offering Consumers an event credit or other accommodation through which the Organiser will “make good” on its obligations to Consumers in lieu of a purchase price refund, then

1. such credit or other accommodation must be of equal or greater value to the value of the ticket for the cancelled event, and

2. such value and all terms applicable to such credit or other accommodation (including but not limited to the period in which such credit or other accommodation must be redeemed, if such limitations are permitted by applicable law (as to which the Organiser bears sole responsibility for compliance) must be clearly communicated to the Consumers.

Further, in the event that the Organiser fails for any reason to honour a credit or other accommodation, including without limitation by failing to hold the event(s) for which such credit or other accommodation was redeemed, Oppia Limited shall be entitled to exercise all rights granted to it under Section 4 of the Merchant Agreement but not limited to the right (but not the obligation) to issue refunds to impacted consumer(s) and collect such sums directly from the Organiser;

(d) Refund policies (including cash or credit refunds) must comply with all applicable local, regional, national and other laws, rules and regulations, including all requirements imposed by Card Schemes or Alternative Form of Payment Frameworks (each as defined in the Merchant Agreement);

(e) Refund policies must include specific instructions on how to obtain a refund, including how, when and where to direct a refund request;

(f) Refund policies may not be changed retroactively or to otherwise impact Consumers’ entitlement to relief in connection with purchases made prior to the date of such change and its posting to the applicable event page, unless such changes operate to place impacted Consumers in an equal or better position as they were under the policy in place at the time of purchase.

(g) Refund policies must set out a specific time frame within which refund requests will be responded to, which should not exceed five (5) business days for a first response; and

(h) Refund policies must otherwise be fair and reasonable.

If a refund policy is not posted or does not meet these minimum requirements set forth above, Oppia Limited may (but has no obligation to) modify such refund policy such that it meets these minimum requirements. Such modification may take the form of prospectively making changes to the Organiser's posted refund policy on the applicable event page or retroactively applying such changes at the time of a dispute, chargeback and/or refund request.

13.2 Refund Process.

In order to initiate a refund request, Consumers must contact the Organiser directly. If no contact information is listed, Consumers should use the ‘@ MESSAGE ORGANISER’ button on the booked event page or such other information posted on the event page. The Organiser agrees to administer its refund policy in accordance with the terms set forth on the applicable event page and the minimum requirements set forth in Section 13.1.1 above.

When a Consumer requests a refund and the Organiser does not respond by either refunding or denying the request after five (5) days, Oppia Limited may, in its sole discretion, execute the refund on behalf of the Organiser and collect such sums directly from the Organiser.

13.3 Oppia Limited Review.

In the event that the Organiser fails to

1. honour a refund that a Consumer believes is due under the applicable refund policy and/or the minimum requirements set forth above or

2. deliver its promise to make good in connection with a credit or other accommodation issued to the Consumer, that Consumer may request that Oppia Limited initiate a refund by contacting

Oppia Limited will review the facts and circumstances and determine at its sole discretion whether or not a refund is due in accordance with the applicable refund policy and the minimum requirements set forth above. Oppia Limited will endeavour to complete its review within thirty (30) days of being contacted by the Consumer. All determinations by Oppia Limited with respect to these Refund Policy Requirements, including without limitation the orders to be refunded and the size of any refund, shall be final and binding on both the Organiser and Consumer.

13.4 Refunds are not guaranteed by Oppia Limited

These Refund Policy Requirements are not intended to be and do not constitute an offer to insure the performance of or to guarantee the performance of any Organiser and are not a guarantee that refunds will be issued in any given situation.

15. Your Content.

15.1 Licence. Oppia Limited does not make any claim to Your Content and you are solely responsible for Your Content. You hereby grant Oppia Limited a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and licence to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Services (including SimplyCPD's promotional and marketing services, which may include without limitation, promotion of your event on a third party website), and you hereby waive any and all moral right to use the name you submit with Your Content. Notwithstanding the foregoing, Oppia Limited does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms of Service will restrict any rights that you may have to use and exploit Your Content outside of the Services.

15.2 Your Representations About Your Content. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing licence, and that all Your Content (a) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party; (b) complies with all applicable local, regional, national and other laws, rules and regulations; and (c) does not violate these Terms.

15.3 Your Content must be accurate and truthful. Oppia Limited reserves the right to remove Your Content from the Services if it believes in its sole discretion that it violates these Terms, or for any other reason. Oppia Limited may use your name and logo (whether or not you have made it available through the Services) for the purpose of identifying you as an existing or past customer of Oppia Limited (through its services such as SimplyCPD) both on the Services and in marketing, advertising and promotional materials. We likewise may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) respond to claims that any of Your Content violates the rights of third parties; (c) enforce or administer the Terms of Service, including without limitation, these Terms of Service; and/or (d) protect the rights, property and/or personal safety of Oppia Limited, its users and/or the public, including fraud prevention. You understand that the technical processing and transmission of the Services, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.

17. Modifications to the Terms or Services.

Oppia Limited reserves the right to modify these Terms from time to time (collectively, "Modifications"). If we believe the Modifications are material, we will inform you about them by doing one (or more) of the following (a) posting the changes through the Services; (b) updating the "Updated" date at the top of this page; or (c) sending you an email or message about the Modifications. Modifications that are material will be effective thirty (30) days following the "Updated" date or such other date as communicated in any other notice to you. Modifications that are simply addressing new functions we add to the Services or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any Modifications. Your continued use of the Services following Modifications constitutes your acceptance of those Modifications and the updated Terms. In certain circumstances, Oppia Limited may seek a Modification to these Terms that will only apply to you. This type of Modification must be accomplished by way of a written or electronic document signed by you and an authorised officer of Oppia Limited. We cannot guarantee the availability of certain product features or functionality. Oppia Limited reserves the right to modify, replace or discontinue any part of the Services or the entire Service.

19. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services ("Feedback"). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual licence to use and publish those ideas and materials for any purpose, without compensation to you..

21. Additional Miscellaneous Provisions

Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. No oral waiver, amendment or modification of these Terms will be effective. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary and the other provisions of these Terms remain in full force and effect. Section titles in these Terms are for convenience and have no legal or contractual effect. No independent contractor, agency, partnership, joint venture or other such relationship is created by these Terms. We may freely assign any of our rights and obligations under these Terms. We may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will prevail..